What distinguishes this document from a share purchase agreement is that a share subscription contract is used in cases where a company sells its shares while, in a share purchase agreement, a shareholder of the company sells shares already issued to another party. As a rule, a share sale contract contains provisions that meet the following requirements: the document requires important information such as the parties to the transaction, the description of the shares, the purchase price (consideration), the guarantees and assurances of the parties, the requirements before completion and after the conclusion. 5.1. The sale and purchase provided for in clause 2.1 shall be concluded at the offices of Freshfields Bruckhaus Deringer in Barcelona for at least three (3) working days after the notification referred to in point 3.3 (or on another date agreed by the parties), provided that the condition precedent referred to in point 3.1 d) is fulfilled immediately before the conclusion, If the specific order is made: When the seller has to do certain things before the sale can be concluded, the completion is often carried out several weeks after the signing of the contract. If only part of the company`s shares are sold and not all, the buyer would normally have to enter into a shareholder agreement with the existing shareholder(s). This is usually done through an instrument of accession (under which the buyer is bound by an existing agreement) or through the creation of a new shareholders` agreement. This is an example of a purchase and purchase agreement on the company`s shares, with a price adjustment mechanism after a period of verifications and some guarantees on the company`s situation. Regardless of the expected completion date, the agreement normally specifies when completion will take place and what the parties should do once completed. When all the shares of the company are sold, the agreement normally contains provisions intended to prevent the seller: sometimes the sale is concluded when the contract for the sale of shares is signed and sometimes it will be done later.
(Completion is the date on which the shares are transferred.) Warranties in the latter category may cover a number of aspects of the business. For example, there are often guarantees on accounts, taxes, assets, key contracts of the company that there is no litigation, that the sale of shares does not violate contracts, etc. While it is normal (and advisable) for a buyer to ask for warranties and indemnities from the seller, it is also normal (and advisable) for the seller to try to qualify them. (You can read our tips for buyers here and our tips for sellers here.) Companies thus waive all pre-emption rights and any other pre-emption rights imposed on them in respect of the sale of the shares referred to in clause 1.1 in order to allow their acquisition by [•] after closing. . . .